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CONTRACT 6860 Professional Services AgreementAgreement No. 6860 Agreement No. PROFESSIONAL SERVICES AGREEMENT � . BETWEEN THE CITY OF EL SEGUNDO AND NICOLE MILLER & ASSOCIATES, INC. This AGREEMENT is entered into this 14th day of February, 2024, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and NICOLE MILLER & ASSOCIATES, INC., a Stock Corporation formed in California Nicole Miller & Associates, Inc. ("CONSULTANT"). 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed Fifty Thousand dollars ($50,000.00) for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit "A," which is incorporated by reference. 2. SCOPE OF SERVICES.. A. CONSULTANT will perform services listed in the attached Exhibit "A," which is incorporated by reference. B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to -1- Rev 3/28/23 Agreement No. 6860 Agreement No. cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "A") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. 5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: Carefully investigated and considered the scope of services to be performed; Carefully considered how the services should be performed; and i i. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 7. TERM. The term of this Agreement will be from February 1, 2024, to June 30, 2025. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit "A"; B. Termination as stated in Section 15. -2- Rev 3/28/23 Agreement No. 6860 Agreement No. 8. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and ii. CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 9. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services. 10. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A: Scope of Work and Fees 11. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 12.TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, -3- Rev 3/28/23 Agreement No. 6860 Agreement No. or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 15. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT" own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F, By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 16.OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will -4- Rev 3/28/23 Agreement No. 6860 Agreement No. be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 18.INDEMNIFICATION. A. CONSULTANT agrees to the following: Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement. ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C, It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 222, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 19.ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. -5- Rev 3/28/23 Agreement No. 6860 Agreement No. 20.INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 21.AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 22.INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Commercial general liability: Professional Liability Business automobile liability Workers compensation Limits $1,000,000 $1, 000,000 $1, 000, 000 Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or -6- Rev 3/28/23 Agreement No. 6860 Agreement No. equivalent. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. D, Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto). E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 15. 23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 24.INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. 25. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONSULTANT: If to CITY: Attention: Nicole Miller Attention: Rebecca Redyk -7- Rev 3/28/23 Agreement No. 6860 Nicole Miller & Associates, Inc. 905 Calle Negocio #74182 San Clemente, CA 92673 Phone: (949) 310- 7645 E-mail: nmiller@nmillerinv.com Agreement No. City of El Segundo 350 Main Street El Segundo, CA 90245 Phone: (310) 524-2335 E-mail: rredyk@elsegundo.org Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 27. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 28.THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 29.INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 30. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 31. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as -8- Rev 3/28/23 Agreement No. 6860 Agreement No. a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 33. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 34.AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY. 35. ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one Agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code § 16.5, the Parties agree that this Agreement, Agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature. 36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 37.TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 39. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. [Signatures on next page] -9- Rev 3/28/23 Agreement No. 6860 Agreement No. IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. rCIF EL SEGUN'DO NICOLE MILLER & ASSOCIATES, INC. Darrell George City Manager By: Nicole Miller President & CEO y, Nµ� �• `i Title: IJ ATTEST: eo . ... p y Tax a er ID No. 46-2531296 Tracy eaver, City Clerk APPROVED AS TO FORM: MARK D. HENS' E, City Attorney 0 By: ........................ --- ----------.-.- Joaqui a que , Assistant City Attorney A- ftrpyt) -1 0- Rev 3/28/23 Agreement No. 6860 EXHIBIT A An Independent Investigative Incorporation PI 28276 SCOPE OF SERVICES INVESTIGATIONS Agreement No. 6860 WHOWE ARE......................................................................................................................................... 3 INVESTIGATIONS.................................................................................................................................. 4 ADMINISTRATIVE INVESTIGATIONS.................................................................................................. 5 TITLEIX INVESTIGATIONS....................................................................................................................... 8 FEES........................................................................................................................................................13 OURTEAM.............................................................................................................................................13 Agreement No. 6860 Nicole Miller & Associates Inc. is a full -service independent investigative firm serving California public and private entities to include education institutions, nonprofits, municipalities, corporate businesses, health care and law enforcement agencies, legal partnerships and private parties. With nearly two decades of uncompromising commitment to high quality investigations and providing consistently detailed and accurate reports to our clients, Nicole Miller & Associates Inc. has earned a reputation as leading independent investigators in Southern California. Our investigators have conducted thousands of investigations to include discrimination, harassment, hostile work environment, retaliation, misappropriation of funds, fraud, sexual assault, employee misconduct, special education compliance, use of force, Title 5, Title IX, background checks and many other matters pertaining to public and private entities. We believe our clients deserve to know the truth, and we understand the importance of conserving economic resources, delivering comprehensive fact -based findings, and knowing your institution's policies and culture. We ensure a legally defensible and objective investigative process. We are committed to achieving a positive difference by guaranteeing neutrality, thoroughness, timeliness and evidence -based findings. For more information about our firm and services, please visit our website: www.ni milleranda; , i es.com Sincerely, Ax4i Nicole Miller President & CEO Agreement No. 6860 Nicole Miller & Associates, Inc. is well versed in a multitude of subject matter, and we have investigated the following on behalf of a number of our clients: • Title 5 Investigations (Allegations of Unlawful Discrimination) • Title IX Investigations (Allegations of Sexual Harassment and Sexual Assault) • Discrimination • Harassment • Verbal, Physical and Sexual Misconduct • Hostile Work Environment • Retaliation • Intimidation • Insubordination • Student Safety and Supervision • Abuse • Neglect • Grooming • Bullying and Hazing • Improper Access of Confidential Records • Misappropriation of Funds, Theft, Embezzlement • Misuse of Resources or Technology • Work Environment/Climate Reviews • Background Checks and Pre - Employment Investigations • Residency Verification • Social Media and Online Research • Use of Force by Campus Safety Personnel • Special Education Compliance and Disability Accommodations • Failure to Provide Free Appropriate Public Education ("FAPE") • CIF/ACLU Violations • Student Residency Verifications • Other Unprofessional Conduct From the opening of the case to the final provision of our skillfully prepared written work product, our clients can trust that Nicole Miller & Associates, Inc. will expertly navigate all aspects of an investigation. We work within the parameters of the law at all times and adhere to the strict set of California laws and regulations set forth by the Bureau of Security and Investigative Services, while creatively thinking "outside the box" to meet your investigative needs. A list of our clients and references are available upon request. Agreement No. 6860 ADMINISTRATIVE INVESTIGATIONS Nicole Miller & Associates, Inc. prides itself upon providing the high -quality, detailed and accurate investigative reports our clients have come to expect and that have earned our firm a reputation as the leading independent investigators in southern California. Below is a summarized overview of our typical investigative process, outlining the comprehensive scope of our investigations and all services to be performed on behalf of the client. Please refer to the next section for an overview of our investigative procedures specific to Title IX investigations conducted on behalf of school district clients. Opening the Case File: We begin all investigations with a telephone conference or virtual meeting with the client's designated representative, at no charge to the client, at which time we work to establish the scope of the investigation. This includes discussing: • The type of complaint received and any applicable procedural deadlines • The general allegations reported • Known investigation participants such as the complaining and responding parties and any witnesses • Any documentation or evidence that may already have been provided • Any extenuating circumstances (e.g., Has the media become involved? Are there concerns of witness tampering or credibility?) • An investigative plan of action Coordination of Interviews: Depending on the client's preference, we will either work with a designated contact person or coordinate the scheduling of interviews on our own. We aim to coordinate a schedule that is considerate of the client's resources while maintaining the thoroughness characteristic of our work product. Our firm is knowledgeable regarding the important considerations for interview scheduling, such as: • Offering union representation prior to the interview of qualified employees, particularly if the result of the investigation could potentially lead to discipline. • Obtaining parent consent prior to the interview of any minors. • Interviewing as many individuals at a location as possible, thereby reducing travel time and costs. Our firm never charges clients for overtime. • Interviewing individuals in the most appropriate order. • Grouping interviews in such a way as to limit the potential sharing of information between parties. • Obtaining contact information to coordinate telephonic interviews if necessary. • Ensuring the interviews are conducted at a neutral location to the concerns. Agreement No. 6860 Conducting and Documenting Interviews: Our investigators are trained to ask the appropriate questions relevant to the case and in a manner that is comprehensive and respectful of an interviewee's position. We advise all parties of the importance of confidentiality and of the organization's policies prohibiting retaliation for participating in the investigative process. We are cognizant of the multitude of factors to consider while conducting interviews, including but not limited to: • Obtaining specific facts and recollections (dates, timeframes, locations, names) • Clarifying individuals' understandings of pertinent policies and procedures • Identifying any criminal elements in statements and/or information required to be reported to law enforcement • Maintaining confidentiality of other investigative participants and evidence • Ensuring participants feel confident in the investigative process Document and Evidence Review: Document and evidence review is critical to making thorough and fact -based findings. While the level of documentation varies from case to case, we maintain the same eye for detail whether a case has several pages of evidence or thousands. We maintain strict adherence to confidentiality and document control procedures, and any original documents received during the course of an investigation are returned to the client and/or appropriate party at the conclusion of the investigation. All documents and evidence received are cited in our final report and included as copies in our final comprehensive electronic case file. Research: Depending on the nature of the investigation, our investigators may deem it prudent to conduct further research beyond witness interviews. The most common types of research include background research into public records; reviewing social media profiles and parties' online presence; and contacting relevant third -party witnesses or vendors to provide clarification or background information on a particular issue, without releasing any confidential or protected information that may alert the third -party to concerns. Comprehensive Report of Findings: The comprehensive report of findings is our final work product that amalgamates all information related to the investigation in its entirety. Our team of investigators are highly skilled at developing a meticulous final work product that is fact -based and prepared in accordance with our firm's reputation for exceedingly high standards in legally defensible report writing. Our comprehensive reports include the following sections: • An executive summary providing a brief overview of the investigation's purpose, reported allegations, and findings. Agreement No. 6860 • An overview of the investigative procedures (e.g., when and by whom our services were retained, who we interviewed and when, a list of evidence reviewed, etc.) • A "Details" section providing a basic description of the events leading up to the investigation (i.e., any context necessary to understand why an investigation was initiated). • A definition of the preponderance of the evidence standard to be used when making investigative findings. • Credibility assessments for all key participants to the investigation. • For each allegation set forth, our reports include a breakdown of the allegation, all witness statements and evidence related to the allegation, and the investigator's finding based on the preponderance of the evidence standard. • A conclusion summarizing whether the allegations were sustained, not sustained or unfounded, as well as any pertinent information that may assist the client in making decisions moving forward. ADDITIONAL OPTIONS: In some cases, the client may wish for us to prepare a summarized letter of findings addressed to the complainant and/or respondent detailing each allegation brought forth by the complainant and a summarized version of the investigative findings without revealing the identity or statements of any witnesses interviewed. Upon request, Nicole Miller & Associates, Inc. is also able to prepare a Preliminary Findings report in advance of the comprehensive report, such as in the event the organization hopes to provide an advance update to its governing board while the investigation is still underway. In other instances, additional concerns may be brought to light throughout the course of the investigation that fall outside the scope of the original investigation but which the organization has an interest in knowing or investigating. On these occasions, Nicole Miller & Associates, Inc. will notify the client and, upon request, prepare an ancillary report addressing these outlying concerns. Upon completion of the investigation, we promptly prepare a comprehensive case file that includes a copy of the investigative report; a copy of any documents, emails, photographs, video files and further evidence reviewed in the course of the investigation; and a witness name key, if witness identities were redacted. This comprehensive case file is submitted securely and electronically to the designated client contact. If requested by the client, Nicole Miller & Associates welcomes the opportunity to present the findings in person to any group recommended by the client. This may include the organization's governing board; a group of complainants; or students and parents. The information included in each presentation will be at the direction of the client and in accordance with applicable confidentiality statutes. Agreement No. 6860 TITLE IX INVESTIGATIONS NOTE: Nicole Miller & Associates, Inc. requires that all school district clients have in place and published Board -approved or interim Title IX investigation procedures in compliance with the current Title IX regulations. Nicole Miller & Associates, Inc. will not contract to conduct a Title IX investigation if the school district's Title IX policies/regulations are not up to date and aligned with the current regulations. Nicole Miller & Associates, Inc. conducts Title IX investigations on behalf of K-12 school districts and community college districts. As Title IX investigators, we conduct thorough interviews, diligently collect and compile evidence, and prepare a written report detailing all information to be considered by the decision-maker(s) when making their determination as to whether the respondent is responsible or not responsible for violating the district's Title IX sexual harassment policy. Although under the current Title IX regulations, investigators no longer make findings or determinations of responsibility themselves, as this is now the role of the decision- maker (s), our investigative reports remain the same high -quality, detailed, and accurate work product our clients have come to expect and which have earned our firm the respect and repeated business of our valued clients. Below is a summarized overview of our investigative process, outlining the comprehensive scope of our investigations and all services to be performed on behalf of the district. Opening the Case File: In order to understand the full scope of the investigation and the alleged actions)/policy violation, we begin by asking questions via an initial telephone conference with the Title IX Coordinator. Matters addressed during this initial telephone conference include the following: • The specific allegations set forth (to the extent they are known by the institution); • The relevant board policies and administrative regulations pertaining to the alleged conduct; • The investigation participants, such as the complainant, respondent, and any known witnesses; • Any documentation and evidence that may already have been provided by the reporting party or complainant. Coordination of Interviews: Depending on the district's preference and/or nature of the investigation, the investigator may coordinate directly with any interviewees to schedule a mutually convenient time for their interview, or rely upon the district to help with the scheduling of interviews. Either way, we welcome collaboration with a specific contact person at the district to facilitate introductions as necessary and to reserve interview space for in -person interviews. In some cases, virtual interviews may be preferred, either by the client (e.g., to be considerate of the institution's resources, as our school district clients are Agreement No. 6860 located throughout the state) or by the parties to the investigation (e.g., if either the complainant or respondent are uncomfortable meeting in person). The investigator will check with the district beforehand to obtain its stance on virtual interviews. Our firm is knowledgeable regarding the important considerations for interview scheduling, such as: • Reminding the complainant and respondent of their right to bring an advisor to any meeting regarding the investigation; • Obtaining parent consent prior to the interview of any minors; • When possible, coordinating in -person interviews in a way that reduces travel time and costs (e.g., scheduling multiple interviews at a given location on the same day); • Grouping interviews in such a way so as to limit discussion amongst parties; • Ensuring the interviews are conducted at a neutral location to the concerns. Nicole Miller & Associates, Inc. requires parent consent prior to the interview of any minor. Parents are welcome to be present for the interview of their child, and must be present if the interview is taking place virtually. Conducting and Documenting Investigative Interviews: Our investigators are trained to ask the appropriate questions relevant to the case and in a manner that is comprehensive and respectful of the parties being interviewed. Our investigators have been trained in the Forensic Experiential Trauma Interview ("FETI") framework, which is a science -based, neutral and equitable approach to interviewing designed to enhance opportunities for information. We are cognizant of the multitude of factors to consider while conducting interviews, including but not limited to: • Obtaining specific facts and recollections (dates, timeframes, locations, names); • Obtaining all available evidence (emails, text messages, social media posts, photographs, video footage, call logs, etc.); • Clarifying parties' understandings of pertinent policies and procedures; • Identifying any criminal elements in statements and/or information required to be reported to law enforcement; • Ensuring participants feel confident in the investigative process. Our investigators also provide prepared admonitions to all interview participants regarding the district's policies prohibiting retaliation against any individual for participating in the investigative process. They are also advised that the investigation process is not confidential, but that discretion is encouraged so as to respect the private and sensitive nature of the allegations. Agreement No. 6860 Interview Note Review: Because we do not audio or video record our interviews (a policy based upon several factors, including the potential for issues with equipment failure and/or proper functioning and the fact that some individuals may not approve of audio recording, and we strive to maintain uniformity), within three calendar days of their investigative interview, each interviewee is provided a copy of the investigator's interview notes taken during their interview and the opportunity to submit any substantive corrections, clarifications, or additions. Interviewees are asked to provide any corrections or clarifications, or to confirm approval of the notes as taken, within seven calendar days. This helps ensure transparency and accuracy in the investigative process, and is an additional measure by which the complaining and responding parties are kept apprised of the evidence to be considered when determining the investigative findings. Document and Evidence Review: With any case, document and evidence review is critical to making thorough and fact -based findings. While the level of documentation varies from case to case, we maintain the same eye for detail whether an investigation involves several pages of evidentiary documentation, or thousands. We maintain strict adherence to confidentiality and document control procedures, and any original documents received during the course of an investigation are returned to the district and/or appropriate party at the conclusion of the investigation. Preliminary Investigation Report and Review Period: In line with the current Title IX regulations, the complainant and respondent, and their respective advisors, are provided a preliminary report containing all evidence directly related to the allegations. They are allowed 10 calendar days to inspect, review and submit a written response to the evidence prior to the completion of the final investigation report. Our preliminary investigation reports include the following sections: • An introduction detailing the allegation(s) and explaining the purpose of the preliminary report and review period and the parties' rights to inspect, review and provide a written response to the report. • A statement detailing why the district has jurisdiction over the allegations pursuant to the current Title IX regulations. • A description of the district's Title IX sexual harassment policy, and a statement detailing the evidence standard ("preponderance of the evidence" or "clear and convincing") to be used by the decision-maker(s) when reaching their determination of responsibility/non-responsibility. • An overview of the investigative procedures, including the date(s) the parties were notified of the investigation; when Nicole Miller & Associates, Inc. was retained to conduct the investigation; the dates and locations of all interviews; and a list of all exhibits containing directly related evidence. This section also details any individuals we tried to interview but could not, for whatever reason, and any witnesses who were Agreement No. 6860 identified but whom the investigator chose not to interview and why (e.g., they were not a direct witness, or a witness interview was not deemed prudent given the respondent's admission to the allegation as described by the complainant). • For each allegation set forth by the complainant, our reports include a breakdown of: the allegation; the statements of all witnesses and the respondent in regard to the allegation; and a summary of documentary, visual, or other evidence relevant to the allegation. • Finally, the preliminary report includes a conclusion explaining the timeframe for the evidence review period and the parties' right to inspect, review and submit a written response to the report and accompanying exhibits by the specified deadline. All preliminary investigation reports are accompanied by any evidence determined to be directly related to the allegations and information contained within the report. The preliminary investigation report and all evidence are shared with the parties and their respective advisors via Onehub. The parties are granted access to a Onehub workspace containing the report, a separate exhibit list, a witness name key (if applicable), and each exhibit as an individual document. The parties only have the ability to view the preliminary investigation report and exhibits. They do not have access to print, download, or otherwise alter the documents, and prior to being granted access to the documents, they are required to agree to a disclosure stating they will not take other efforts to record (e.g., photograph) the report and/or evidence. All documents within Onehub are watermarked with the viewer's login credentials as an additional measure in the event of duplication. Even if a party is uncooperative or otherwise chooses not to participate in the investigative process, they are still presented with an opportunity to review the preliminary investigation report and exhibits. Our investigators will make documented efforts to present this opportunity to the uncooperative complainant or respondent so as to satisfy the district's obligation for fairness and equal opportunities between complainant and respondent. Final Investigative Report and Review Period: After the complainant and respondent have each been provided 10 calendar days to inspect, review, and submit a written response to the preliminary investigation report, the investigator will prepare the final investigative report. This report must fairly summarize all relevant evidence and be presented to the complainant and respondent, and their respective advisors, for their review and response at least 10 calendar days prior to any hearing (for community college districts) or determination made by the decision-maker(s). This report will be nearly identical in layout to the preliminary investigation report. This report will also include the addition of the following sections: Agreement No. 6860 • A summary of each party's written response to the preliminary evidence review period, if one is received (the written response will also be included as an exhibit). • A breakdown of all undisputed and disputed facts to guide the decision-maker(s) in reaching their determination of responsibility/non-responsibility. • A timeline of the reported incident(s), if applicable, to aid the decision -makers) in understanding a clear sequence of alleged events. • An overview of credibility factors to be considered by the decision-maker(s) when making their determination. This is an evaluation of the credibility of the evidence (e.g., whether certain details were corroborated/disproven by witnesses or evidence), rather than the credibility of the individuals. Similar to the preliminary investigation report, this final investigative report and all exhibits will be shared with the parties and their advisors via Onehub and they will be granted 10 calendar days to inspect, review, and submit a written response to the evidence. Once more, they may not duplicate the documents. Upon the conclusion of this final evidence review period, the investigator will provide the Title IX Coordinator with access to the same Onehub workspace containing the final investigation report and all exhibits, and any written responses received from the complainant and respondent following this second 10-day review period. 1'or K 12 Distrrcw Per the current Title IX regulations, after the final investigative report has been shared with the parties but before reaching a determination regarding responsibility, the decision -maker shall afford each party the opportunity to submit written relevant questions that they want asked of any party or witness, provide each party with the answers, and allow for additional limited follow-up questions from each party. The investigator will make themselves available to answer any such questions posed of either party for the investigator. The investigator will not answer to questions of participant credibility, proposed findings, or other matters deemed not relevant, or that should be the determination of the decision- maker(s). ,&r Community 0 f trios:, Per the current Title IX regulations as they pertain to community college districts, after the investigation has been completed and the final report has been shared with the parties, and prior to reaching a determination regarding responsibility, the district will hold a live hearing to provide the complainant and respondent an opportunity to respond to the evidence gathered before a decision -maker. The investigator will participate in any hearing process related to the Title IX investigation. They will present an overview of their investigation and submit to any questions posed by the decision -makers) and the Agreement No. 6860 complainant and respondent, via their advisors. The investigator will not answer to questions of participant credibility, proposed findings, or other matters that should be the determination of the decision-maker(s). The investigator will be present for part or all of the hearing, at the client's request. ADDITIONAL CONSIDERATIONS: If at any time during the Title IX investigation process, the complainant or respondent indicate a desire to initiate an Informal Resolution process, the investigator will promptly notify the Title IX Coordinator. In the event the complaint is able to be successfully resolving using the Informal Resolution process, the investigator will draft a summary report outlining the allegations and investigative procedures to date, and the fact the parties were able to resolve the matter informally. The investigator will furbish the District with any interview notes and exhibits collected in their investigation process. If either party withdraws from the Informal Resolution process prior to agreeing to a resolution, the investigator will proceed with their original investigation. Nicole Miller & Associates, Inc. charges a flat hourly rate of $250.00 per hour for all investigative services. For investigations requiring travel to and from the interview site, we bill for the standard IRS rate. Our team of investigators are expertly trained in areas such as Title IX investigations in compliance with the current regulations, open -source and background investigations, Forensic Experiential Trauma Interviewing (FETI) techniques and trauma support. All of our investigators have undergone criminal history clearance by the California Department of Justice and the Federal Bureau of Investigations in accordance with California Education Code §33192, §33195.3, and §45125.1, which state that a school district, heritage school, or private school may require an entity that has an existing contract with a district to obtain criminal history clearance. Our investigators are trained to handle all manner of complex considerations relating to sensitive matters, and we are dedicated to providing unbiased and fact -based investigations. We skillfully balance confidentiality requirements alongside our firm's commitment to an ethical and transparent investigative process for all parties involved. Agreement No. 6860 Nicole Miller President & CEO Alyssa Jarvis Senior Investigator After serving as a Deputy Sheriff for the Orange County Sheriff's Department, Nicole followed her lifelong dream and entered the field of private investigations. She has conducted criminal and civil investigations for over twenty years with more than a decade of those years focused on investigations for school districts. Nicole is a long-standing Subject Matter Expert for the California Bureau of Security and Investigative Services and was selected to participate in the development of the occupational analysis for the Bureau's Private Investigator Qualified Manager Licensing Examination. She places a high value on cutting edge training and credentialing of all Nicole Miller & Associates, Inc. investigators. Nicole and her staff have centered their growth on honing their investigative knowledge and ensuring adherence to ever - changing federal and state laws, regulations, education code and board policies. Nicole routinely offers personalized investigative training to organizations seeking to advance their administration's handling of investigative matters and risk management. Nicole thoroughly reviews every investigative report submitted by her firm's expert investigators and has earned a singular reputation for exceptional service to her firm's many clients within the State of California. Alyssa has provided public, private and not -for -profit entities with all matters of investigative services, including complaint -based investigations, workplace climate surveys, person locates, surveillance/sub rosa, and residency verifications. Her investigations and findings were essential in the preparation of legal defenses and/or settlement packages in several publicized lawsuits that alleged use of force towards minors, assault and battery, discrimination, retaliation, and sexual harassment. Alyssa is skilled in producing high -quality, fact -based investigation reports with succinct and easily -discernable findings and analyses. Alyssa's investigations have uncovered sexual assault, harassment, discrimination, retaliation and other unprofessional conduct in educational institutions, often involving confidential and high -profile implications or outcomes. Likewise, her work has established unfounded allegations against various executive level agency leaders, to include college presidents, cabinet members at various K-12 educational institutions, and C-suite executives at public and private agencies. Alyssa has also overseen sensitive matters involving young children, which require an understanding of child development in order to thoroughly establish the facts Agreement No. 6860 Lisa Remmers Senior Investigator Brittney Hamilton Senior Investigator of alleged or suspected incidents of mistreatment. Alyssa graduated cum laude from the University of Wisconsin with a psychology degree, and magna cum laude from Wheaton College with a master's degree in marriage family therapy. Lisa has comprehensive experience in all forms of complaint investigations, surveillance/sub rosa and subpoena service for a client base that includes attorneys, school districts, medical facilities, utility districts, and private companies. She has managed high -profile cases with discretion, including those that drew media coverage and directly implicated prominent figures within organizations leading to resignation or termination. Lisa's client relation skills and commitment to results have earned her a stellar reputation among clients for delivering a logical, rational, and legally defensible work product. Lisa has considerable skill in research, including tracking digital footprints. She provides training courses for administrators and managers about how to conduct sound internal investigations within their organizations. Lisa underwent extensive Title IX/sexual harassment training following the Department of Education's 2020 revision of Title IX regulations and she is qualified to serve in the roles of investigator, hearing officer/decision maker, and as an advisor to either the complainant or respondent in Title IX matters. Lisa graduated cum laude from California State University, Long Beach with a degree in journalism. Brittney's efficiency and versatility has enabled her to conduct a vast array of large-scale investigations for academic and corporate entities that required interviewing dozens of witnesses, reviewing hours of video surveillance footage and/or documentary evidence, and addressing allegations occurring over the span of multiple years. In recent years, Brittney successfully managed an environment survey of 74 staff members from a single school site within a constricted timeframe. Brittney has handled several matters that garnered attention from media outlets, including cases involving allegations that school law enforcement officers racially profiled and implemented improper use of force against a student and allegations surrounding the placement of a hidden surveillance camera inside a classroom. Several of Brittney's cases necessitated her participation in employment termination hearings and unemployment insurance appeals board hearings, during which she provided credible testimony about her investigation and findings. Agreement No. 6860 Tim Bernstein Senior Investigator Jacqueline Lee Senior Investigator Brittney earned her law degree from Pepperdine University. Her legal expertise enables her to examine, evaluate and apply district policy and procedure to factual allegations in cases to further strengthen her findings. Tim has experience with a wide variety of investigations including background checks, surveillance requests, and fraud. He has investigated many aspects of financial impropriety related to K-12 school districts, community colleges, school boards and county departments of education. Tim's financial forensic investigations for these various jurisdictions include school district insurance contract bids, collusion between contractors and employees, impropriety related to taxes on the part of accounting staff, mismanagement of Associated Student Body funds, board member campaign fundraising, and wire transfer fraud. Some of the fraud investigations Tim conducted have led to the removal or resignation of high-level District administrators as well as referrals to law enforcement agencies. Tim has also overseen Title IX discrimination investigations leading to the removal or resignation of multiple school District employees. Tim has a graduate degree from the University of Oxford, which equipped him with the ability to thoroughly research documentary and digital evidence and conduct methodical readings of such evidence. Jacqueline has investigated a wide range of school and workplace complaints, from age and race -based discrimination concerns to allegations of bias and retaliation impacting hiring, tenure and promotions. Jacqueline's investigations into harassment and sexual misconduct have resulted in findings that revealed teachers' inappropriate behavior toward minor students; unprofessional supervisor - employee relationships among colleagues; and workplace misconduct within a campus police agency. Her work has withstood legal scrutiny in special education compliance and wrongful termination lawsuits. Jacqueline has worked with law firms, public and private school districts, municipalities and law enforcement agencies to ensure her reports meet clients' preferred styles and unique needs. She has deliberately cultivated a patient, approachable and empathetic interviewing style that proves to be valuable when navigating certain investigative circumstances, such as while working with trauma victims or acquiring the cooperation of witnesses. Jacqueline is a graduate of the Agreement No. 6860 Stephanie Way Associate Investigator Photo Coming Soon Cristina Truong Senior Investigator University of Southern California's Annenberg School for Communication and Journalism. Jacqueline previously worked as an investigative journalist for more than a decade in multiple states and has a deep understanding of public records, open meeting laws, and city governance. She also speaks Cantonese and Mandarin. Stephanie earned her degree in Journalism from Cal Poly, San Luis Obispo. With her vast writing and editing experience and keen eye for detail, Stephanie has successfully conducted a variety of personnel investigations addressing matters such as employee misconduct; hostile work environment; and Title IX discrimination complaints related to sexual harassment, retaliation and disability. Stephanie has previous work experience in the community college system and has volunteered as a court appointed special advocate for children in the foster care system. She prides herself upon providing clients timely, accurate and thorough findings clearly articulated within a succinct and meticulously researched work product. Cristina has experience in a variety of personnel complaint investigations, including racial discrimination and hostile work environment. She has worked with K-12 school districts, community college districts and private corporations in her pursuit of delivering impartial investigations. Her previous experience as an employment law attorney allows her to quickly discern the relevant information and concisely convey the facts. Cristina earned her law degree from the University of California, Irvine. She graduated cum laude from the University of California, Riverside with a degree in political science and international relations.